Freaks And Geeksdidn’t even make it all the way through its first and only season before getting cancelled, but in the 12 years since it limped off NBC’s primetime lineup, it’s entered the modern television canon. Part of that can be attributed to the subsequent career success of Freaks And Geeks co-stars James Franco, Seth Rogen, Jason Segel, and others, and of executive producer Judd Apatow and creator Paul Feig, who directed the 2011 hitBridesmaids. But it’s just as much an outcome of the show’s realistic, sympathetic, and frequently gut-bustingly funny portrayal of two groups of high-school outsiders in 1980 suburban Michigan.

The show’s cult fan base has grown considerably in the last decade through DVD releases and cable-channel reruns, so we asked Feig to relive Freaks And Geeks, episode by episode, for our first Walkthrough of a classic series. In this, part one of five, he discusses the first three episodes, beginning with an in-depth look at the pilot, and concluding with “Tricks And Treats.”

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“Pilot” (September 25, 1999)Following her grandmother’s death, high-schooler Lindsay Weir rebels by befriending William McKinley High School’s group of “freaks,” and asks a special-needs student to a school dance in a fit of righteousness. Meanwhile, her younger brother Sam and his group of “geeks” confront a bully and a secret crush.

Paul Feig: I’d been trying to make the break from being an actor to going behind the camera and directing, and had spent a lot of my own money on this low-budget indie that I had written and directed and starred in called Life Sold Separately. That was in 1997. And so when I was out on the road, I just had this really terrible year, like the worst year of my career, trying to promote that. And I’d stopped acting, so I didn’t have any money coming in. I couldn’t get the movie into any film festivals. And I finally got it into this one traveling film festival that was by the old Movieline magazine that was called “Flixtour,” where they picked three different filmmakers with their movies and flew us into separate cities and rented us a car. We basically drove around with our movies, separately, and would show them at these tiny colleges. Which is very interesting. It’s a great way to showcase, to see how your stuff works and be held accountable for it.

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But when I was heading out, I knew I was going to go out of my mind. I’ve got to be doing something while I’m out on the road. And my friend Matt Reeves had just co-created Felicity, so I watched the pilot of that, and I remember thinking, “Wow, I really like the hour format of that. It seems really fun.” And I always had wanted to do a show about my experiences in high school. I always hated high-school shows and high-school movies, because they were always about the cool kids. It was always about dating and sex, and all the popular kids, and the good-looking kids. And the nerds were super-nerdy cartoons, with tape on their glasses. I never saw “my people” portrayed accurately. So my original idea, years before, was to do a high-school show with adults playing kids. For some reason I thought, “That’d be a fun way to do it. You can get away with more.” But then I went, “Okay, that’s kind of a stupid idea.” But it always stuck in my head. I wanted to do a high-school show.

Really, the first idea I had was the name, Freaks And Geeks. I remember going, “I want to do it about my friends, and we weren’t really nerds.” And the word “geek” didn’t really exist, but at the same time I was going, “Well, ‘freaks,’ we called them freaks, and ‘geeks’ rhymes with ‘freaks,’ so it’s not really accurate, but Freaks And Geeks would be kind of a fun name.” So I remember telling my wife, and she held up her hand and gave me a high five, which she never does. She goes, “That’s the idea. That’s what you should be writing. That sounds great.”

So when I went out on the road, I just started writing it. I was in Wilkes-Barre, Pennsylvania, the first stop, and I was in this sad hotel going, “I’ve got to start writing this.” I took a walk, and saw as I was walking around—it was pretty desolate—this group of surly-looking high-school girls walking and smoking. I was watching, and there was this one girl in the pack. I remember she looked back—she didn’t look at me, but she kind of looked away. I just saw her face, and she looked like this sweet poser that was with the group. I remember going, “Wow, that.” Because I had never had a sister. I was an only child. So I knew I wanted to write about myself and my nerdy friends, but I knew I needed to represent the freak group. So when I saw her, I was like, “Oh, I like that character. I like the idea of this girl who looks like she’s trying to fit in that way.” That’s where Lindsay came from. All the other characters are based, pretty loosely, on people I knew, at least in the writing.

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AVC: Those were the geeks?

PF: Yeah, they’re definitely an amalgamation of friends, my next-door neighbors, the freaks that were in our high school. The [James] Franco character is based on this super-cool guy in our school who was always—he had a girlfriend, and all they did was make out all the time. And you just knew they were having tons of sex. We were completely intimidated. He looked almost exactly like Franco, that’s what’s crazy. When I first cast Franco, I was like, “Oh my God, he looks just like the guy.” Like, the same mouth, the crazy mouth and everything.

So I just started writing that thing, and I really wrote it in two weeks while I was out on the road. I remember being in the sad gym at the next stop, which was right outside of New Jersey or something, and was really depressing. I was in the gym and had the idea, “She should ask the retarded kid in the school to the dance to make a stand.” I was really excited about that. So I was like, “Cool, there’s my story for my freaks.” It really just poured out of me in two weeks. The dodgeball scene was something I had written for—I was writing a book called High School, which was eventually turned into Kick Me, my memoir from later on. But 10 years prior to that, I bought this typewriter, this nice IBM electric that I was so excited about using. I was like, “I’ve got to write something,” so I started writing funny essays about my high-school life, and wrote pretty much exactly that dodgeball scene, because it was a true thing that happened to me. If you look at them side by side, they’re almost exactly the same.

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At the end of the two weeks, I came back to L.A. for a couple of days, and I had to go back out on the second leg of it. My wife read it and loved it. And she goes, “You should send this to Judd [Apatow].” Judd’s an old friend, we were standup comedians together, we used to hang out at this place called The Ranch, which was this famous, crappy house back in the San Fernando Valley where guys like Steve Higgins, who now runs SNL, and Dave “Gruber” Allen, who played Mr. Rosso on the show, and Steve Bannos, who played Mr. Kowchevski, and guys like Dana Gould—it was kind of the Algonquin roundtable for slobby guys who stayed up all night playing poker and drinking coffee. We’d always try to crack each other up.

But that’s where I got to know Judd, and we bonded over having a similar sense of humor. We always stayed in contact over the years, and he’d always send me scripts that he was going to do to get my notes on them. And he cast me in Heavy Weights, when he knew I was looking for work, that he produced. And then he went on to The Larry Sanders Show. Because of The Larry Sanders Show, once that ended, he got this huge deal at DreamWorks to produce shows for DreamWorks Television. So he came to my screening of Life Sold Separately when I finished it, and was really impressed by it and stuff, and said, “Look, if you ever have any ideas for a TV series, let me know, because I got this deal.” And I was like, “Oh, cool.” But that was almost a year before I gave him the Freaks And Geeks script, because I knew he was a powerful guy, even then. And I’d made that mistake in the past, where you go, “Okay cool, let me empty out my drawer of all these half-baked scripts I’ve written,” and you do the dump. But I was like, “I’ve got to wait for a great one.”

So when my wife read it, she was like, “You should send this to Judd.” So I did. The next day, I had an early flight to Florida, and when I got to Florida, I got off the plane and checked my message machine—this was before voicemail—and it was Judd on the phone, left a message basically saying, “I love it. I want DreamWorks to buy it.” So it was this crazy thing where my life changed within 12 hours, because I was really hitting the rocks with that movie. I’d spent all my money on it. So that happened pretty quickly. The negotiation took a while to get it all right, because I had a tough lawyer. It was kind of ridiculous. But it was a good deal. When that was all going on, one of the things that Judd said was, “You should write another episode.” And so I did. When I was out on the road, I wrote the second episode, basically. Then we ended up selling the pilot, selling the script to NBC, right at the end of January, which normally is way too late to sell a TV pilot.

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But it was the year Welcome To The Dollhouse came out, that Todd Solondz movie, which I loved. So the networks were trying to develop a show kind of with the same feel. NBC had two or three of them in development, but when we walked in with this, they read it and liked it so much I think they just kind of threw all the other ones out and said, “This is the one, make it.” And they liked the script so much, they were like, “Just shoot this script.” That doesn’t often happen.

I remember going into that meeting, speaking with Judd, “I’m going to tell them we can’t just cast this with a bunch of beautiful kids and put glasses on them and mess up their hair and say, ‘Oh, they’re nerds.’ We’ve got to have real casting.” So I started to make that speech, and NBC was like, “Oh, no. We agree.” It was the least resistance I had ever met on anything I’ve ever done in my career. And so we were getting our production office up, and Judd goes, “Okay, now let’s tear the script apart.” And I was like, “Wait, why do you want to tear the script apart? They said don’t change anything.” He was like, “Yeah, yeah. But look, working with [Garry] Shandling, Shandling’s whole philosophy is, you be harder on the script than the people you’re working for are.” So I had this weird, tough week. And then he hired Jake Kasdan, they were putting cards up on the board and wanting to tear this apart and that apart, and I was so defensive. I didn’t want to change anything. I remember Judd going, “Look, it’s there, so if we change anything and it doesn’t work, we’ll go back to what we had.”

AVC: Was this your first time in a writers’ room, essentially?

PF: It was my first time having sold something professionally. Because I was an actor for so long, I ended up being a series regular in five different series, four of them that never went past the first season. But I would always befriend a lot of the writers, because I knew a lot of them from my old standup pals. So every single series I was on, I would write an episode for, but the show would always get cancelled before. But I would always hand it in to everybody to get their notes and their thoughts, and they were impressed that I was doing that. I loved going to hang out with the directors and stuff. But I’d never been through development.

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So the breakthrough for me was first learning to trust Judd and Jake, and then secondly, when I pulled out that second script. Jake had read it, and he goes, “I love this thing with Kim Kelly,” because Kim Kelly wasn’t in the original pilot I wrote. I introduced her in the second script. So basically what they did was, “Let’s take stuff from this script and put it in with the other script.” So that kind of made it. I was like, “Oh, okay.” It wasn’t such an attack anymore. We got in there, and we were just hard on it, and it made it a much better script, just by all three of us working on it, but me always being the one who went off and did whatever we came up with.

So we were going into production, and basically the night before production, we did a table-read with the cast, and all three of us realized something was wrong. Immediately I went like, “I know what it is.” The problem is that Lindsay was already one of the freaks. She was already in there, so there’s no introduction to anybody. There’s none of that us-the-audience going into that world with her. I remember going to the guys, “I know exactly what’s wrong. Give me tonight. I’m taking this.” I remember spending the night fixing it all. And it changed it quite a bit, because all that stuff about Lindsay first getting brought out to the smoking patio and meeting the freaks, and, “Who’s your dad, Hitler?” that came out of all that stuff, but it just turned it around very quickly. I remember very clearly when I was writing that going, “Okay, I could either just sit here and not be able to do this, or fuck it up more, or, if I nail this, this will change my career.” It was this weird moment of maturity, like, “I’m going to get it done. I’m going to make it great,” and I dove in and fixed it so it really worked. So we shot the pilot, and it went very smoothly.

AVC: It’s interesting that we meet Lindsay when she’s already midway through this life crisis, and already making these inroads with the freaks. We don’t really know how she and Daniel started hanging out to begin with.

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PF: Right. Exactly.

AVC: So you didn’t want to go all the way back when telling the story.

PF: Too much origin. Then it would just be all about that. More seeing, yes, she’s in crisis, she’s made the outreach to probably the easiest guy to reach out to. He was always going to be our gateway guy, Daniel, even though he was super-cool. But then it just allowed him to go, “Hey, here she is.” In my original script, I think Daniel was the most fleshed-out of the bunch, and the other two were pretty sketchy. They were just guys who tagged along, Nick and Ken. But it wasn’t until we started casting. That informed the writing, too. We’d gotten the script to where we liked it, but at the same time, then it was all about, “Let’s cast these people, and then that will inform the next pass of the script, because we really want to write their personalities into the thing.”

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I think Linda [Cardellini] was the first person to come in where I was like, “That’s her! That’s her!” I think it was one or two days into the casting process, where she walked in, where she kind of looked like the girl I saw in Wilkes-Barre. When I write, I have to have the image of somebody in my head. Since all the other people were real people, I had them in my head. I was writing to their voices and their faces and stuff. But she was the one I had to make up in my head. It was really a weird moment, because she was exactly like the girl I made up in my head, and acted just like her. It was really this moment of “Holy shit.” It really blew me away. I mean, everyone really liked her, but I was like, “No, you don’t understand. That’s the girl, that’s the girl, that’s the girl.” I was obsessed.

And then that same session, Busy [Philipps] came in, too, reading for Lindsay. She was great, but she just wasn’t a Lindsay type, because she just wasn’t vulnerable enough. But I remember thinking she’d be a good Kim Kelly, so we had her come back for that. Then Franco came in. Like I said, when Franco came in, he looked exactly like the guy I’d based it on. To me, that was a homerun. The only thing was, to me, because I made this big stand of, “I don’t want all these handsome, beautiful people,” I knew I was in trouble, because the minute Judd’s wife saw him, she was like, “Oh my God, he’s gorgeous.” Then the network was like, “He so beautiful.” I was like, “Oh, nuts. Okay.” But he’s so funny and so good, it’s like, “Okay, we’ve got to keep him in.”

AVC: He’s capable of some really goofy, not-handsome faces, too.

PF: Oh God. Some of that stuff, I don’t know if those outtakes are on the DVDs or not, where he’d do these weird things. Especially in the pilot, where he’d do something like a cat face, like [hisses]. He’d hiss, and you’d be like, “What the hell?” But it was hilarious. You’d be like, “Wow, this guy is really a free spirit.” Then [Jason] Segel came in, and I honestly didn’t know what to make of him when he first came in, because he was this big, giant guy. I remember he was wearing hipster plaid pants. My first thing was like, “He’s not Nick at all,” because he was cool and he was a basketball star. But then his audition was so good, and I think Judd was the one to say, “That’s a great thing, to know that he’s a guy who was a basketball star and now he’s smoking pot, he’s fucking that up.” That’s where that came from; we started writing that into the script for him.

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When Martin Starr came in, I knew it was him. That was another epiphany moment. And he was so funny, with that weird energy. That’s not who he really is, but he puts it on so well. Normally I don’t like people playing characters, but when they do it and they make it so real, you’re just like, “Cool.” I had no idea if that was what he was like or not. And then you get to know him later and you go, “Oh, that’s not exactly who he is. He’s much more together than that.” He was a homerun, but at the same time, there was this heavyset kid who had come in who we thought was really funny, too. They went to the network competing with each other for the role, and that kid was really good, but I remember when we got in, we were rehearsing with the kids before, it became so clear to us that it had to be Martin. This sounds terrible, but you always have to bring in a couple candidates for a role, so the network doesn’t feel like you’re just forcing people down their throat, so we paired him up with the person we didn’t think was going to be right. There’s a lot of Machiavellian politics that goes on behind the scenes sometimes.

Samm Levine was a New York cast. Shia LaBeouf, when he was 11 years old, came in and read for that part, too. And I thought he was hilarious. Just such a weirdo. He came in with these suspenders on, and he has this weird, adult attitude, but not in that obnoxious way where kids say adult things. But Judd, who was watching these casting tapes from New York, he comes running in and says, “Okay, don’t watch the audition, but watch at the end of the audition.” Because Levine was reading for the character of Sam. So he does it, and he’s fine, but then he stops, and he looks off-camera and goes, “Can I do it now?” And the casting director goes, “Yes.” And he starts doing this William Shatner impression, and we go, “Oh my God, that’s it. That is all of our comedy nerd friends doing all of these dopey voices.” So he really got the part by doing that. That was the minute we were like, “He’s totally Neal.”

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[Seth] Rogen, we went all over the place. We had casting going to Toronto, we had it going on in Chicago, we had it going on in New York, casting directors from all over the country sending in tapes, because we really wanted to scour to find the real thing. And then Judd and I flew up to Vancouver for an open casting call. They put an ad in the paper, and 500-plus kids showed up, so it was crazy, but there were five or six kids our local casting people kind of knew, so they brought them in first. And Seth was one of them, and he starts reading these sides. We wrote these generic sides, one for the freaks, one for the geeks, and it’s a long speech. I think Judd actually wrote the freak one. I wrote the geek one. The freak one was about how to grow pot in your backyard. “You can have a tunnel, and blow up the tunnel if the cops come.” This ridiculous speech about that. Rogen starts doing it, and I just remember Judd and I looking at each other after the first sentence out of his mouth, like, “Oh shit, this guy’s amazing.” Because he was just so pre-packaged great. That voice and that weird attitude.

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That was another epiphany moment. That’s what casting really is. You always see a lot of good people, and you go, “Yeah, that person could be good, and that person could be good,” but then it’s always somebody comes in and just blows you out of the water, and you forget all those other people, and you go, “That’s it.”

All the people in our show were cast that way. That’s the way Rogen was, and that’s also where we found Harris, Stephen Lea Sheppard. After the people that were preordained by the casting people, we were like, “Okay, let’s start reading everybody.” I was very democratic, me having been an actor for so long. “Everyone’s going to get a chance to read!” Well, about 10 people in, they’re all terrible, we were like, “Okay, we can’t do this. We’re going to kill ourselves.” So I had to do the thing that I know is the worst thing for a former actor to do: Go out and walk through the hall and pick people out who look interesting. Which is terrible, because who knows, we could be missing a gem, but I just couldn’t take it. We didn’t have enough time. So I walked around, and all these people were there, looking at me. And I walk into this one room, and it’s packed with kids, and I’m like, “Uh, forget it,” and I walk out. And I was like, “Wait a minute,” and I walk back in. Something stuck in my head.

This long-black-haired kid was in the corner reading a fantasy book or something. He had such an interesting look. It turns out he was there with a friend of his, he just came along. I was like, “Do you want to come in and read?” We gave him the freak speech, and he just did it in his inimitable way, just kind of tossing it off. And it was another moment of like, “Holy shit, I don’t know what to do with this kid, but we got to put him in the show somehow.” I remember Judd goes, “All I know is, his name has to be Harris.” He got really hung up on that. So we invented the geek-guru part for him. And flashing forward for just a sec, he was always supposed to be the kid in the fight with Alan White, when the kids get into a fight with him, but we couldn’t get his immigration set when we had to shoot that scene. That’s why the other kid is in, who did a great job, but it was always supposed to be Lea Sheppard.

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So then the final kid we had to cast was Sam. And we couldn’t find anybody. We were on the rocks. Because one of the things I wrote it to be—when I was that age, I was taller than all the other kids, but all my bullies were short, because I wouldn’t fight back, I was just a mild-mannered kid. So all my bullies, it was like David and Goliath, where they would all take me on because it would make them look cool. So I got really hung up on, “Sam has to be tall and gangly.” So we found one kid in Toronto who was really good, but not blowing our socks off. And it was really the last casting session that we were watching out of New York, and John Daley came on the screen. My first thought was, “Oh my God, he’s so young. He’s way too young. They brought a kid who’s too young.” Then he starts reading, and you’re like, “Oh my God, he’s so good.” His eyes were so amazing. You could just read every thought in his head, because he looked so scared.

And then I started going, “You know what? Wait a minute. This is great.” Because in school, it’s this melting pot. Some kids looked like they were so young, and some kids looked like they were way too old to be there. I just loved that dynamic, that he’s so young and so innocent. It made the show better, because we were really throwing this innocent kid into this melting pot that is a high school. So that’s how we got him. We took him to the network. The network just approved every one of our choices that we wanted.

One interesting fact is that Lauren Ambrose was up for the role of Lindsay, too. And she was great; I’d just so pre-decided that it was going to be Linda. But she was awesome. So we got our cast pretty easily. The other funny thing was that, you always have to bring the cast along with you, and you always have to have alternate people for them. Seth Rogen, all we had was the tape for the casting session, and they were like, “Yeah, okay, he’s great.” It was the easiest casting. The guy only read once for the role and got it. So we went into production and made it. And the rest is history.

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“Beers And Weirs” (October 2, 1999)When the Weir parents go out of town, Lindsay’s new friends convince her to throw a keg party, which the geeks attempt to keep under control by secretly substituting non-alcoholic beer.

PF: Judd and Josh [Weinstein] were the main writers on that. The way all the stories came about is that we basically holed ourselves up in a room for two weeks, and Judd and I wrote out 20 questions for everybody. “What’s the worst thing to happen to you in high school? What’s the best thing to happen to you in high school? What’s the most embarrassing thing?” And everybody filled it out, wrote their stories, and we sat around for two weeks telling the stories. That was where we found all the stories for the episodes. I don’t remember if [“Beers And Weirs”] came from a specific story. I think it just came from the idea that it’d be really funny to have the freaks want to throw a party, and then the geeks are so afraid that they substitute near-beer, and everybody thinks they’re drunk.

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AVC: It also serves the purpose of getting everyone together at the same party, and expanding some characters’ relationships.

PF: To me, it’s always [interesting] when groups come together, and also when it’s about getting pressured into stuff. That’s always been the fun part for me about Lindsay, her trying to look cool. The freaks want you to do stuff, and you’re like, “Oh sure, sure,” and you just get in too deep. When I was in high school, I befriended all the freaks, because we were all in drama class together. They thought I was funny. I always wanted to write this into an episode, but I didn’t. I think it was part of the inspiration for “Beers And Weirs.” I was an amateur magician, and I’d bought this rubber hand. It looked like a severed hand, but it looked really real. So I brought it into school as a joke, and the freaks saw it, and they were like, “Oh my God, that’s awesome.” And this one freak who I thought was really cool was like, “You’ve got to let me borrow that for the next break.” I was like, “Oh no.” I was really nervous, because I really liked it, it was expensive, but I was like, “Okay.” And I never saw it again. He took it out on the patio, and he was pretending to smoke with it. Then they started ripping the fingers off, and they were throwing the fingers at each other. It was like, “Oh shit.”

But the peer pressure of that, I’ve always had that in my head, like, “Let’s go to the next level. Here’s getting forced to do a party, and what happens with that.” A lot of people contributed to that one. My favorite part about that episode was Clem [Blake], the old guy who shows up. That just makes me laugh so much. “Let’s tear this mother down!” Who are these guys coming in? Because that was such a Midwestern thing, how a party could spin out of control, and how somebody always had a weirdo older guy that showed up at these high-school parties. We took great fun in making him way older than everybody else.

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AVC: There’s a couple of those weird older characters that show up over and over again in the series.

PF: That just makes me laugh. Your perspective on the world when you’re a teenager is so skewed, because you feel like, “Hey, it’s just us, and we’re cool.” And older people, we seem really weird to you. And when I say “old,” to that age it’s like, 30s and up seems crazy.

AVC: They’re weird in a different way than parents are weird.

PF: Yeah, because they’re not acting like parents, or doing stuff that, holy shit, if my parents were doing that, I’d be scared. An adult out of control is really disturbing when you’re that age. We had fun with that. There was the girl with the big boobs. That was based on a girl I knew in high school. It just became a melting pot of, “Oh, wait, what if the girl with the enormous breasts shows up?” It’s just that weird mixing. I always related most to Sam Weir, because I was an only child, and I never even liked to have people come to our house, and when friends would come in, they’d always notice too much stuff. So that was the genesis of trying to hide everything so it’s not going to get broken, and making fun of the portrait of your dad. But we made Joe Flaherty pop his eyes out in that family portrait. Shaun Weiss, who’s just so funny—he’s in all of the Mighty Ducks movies—he became one of our players on the show. He’s a perfect guy to make fun of everybody in a friendly way.

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AVC: How much of the “drunk humor” was laid out in the script, and how much was organic? I’m thinking specifically of Martin Starr getting drunk alone in Sam’s room while watching Dallas.

PF: We all fell in love with the idea of people thinking they’re getting drunk and they’re not. Then there’s the guy who’s not supposed to get drunk drinking the real stuff. So that came in pretty early, because we knew that if you wanted to get any character drunk, it would have to be Martin. Then he just took it and ran with it. It was so funny. It’s hard to say, because you get into the writers’ room, and everyone’s just throwing ideas around. I’m hard-pressed to tell you who came up with the Dallas idea. The fun thing about these things, especially in the first season of a series, is the slow rolling out of weird things that people like or are into. And that, to us, was always the goal of the show, and writing in general. You think you know who this character is, and then you surprise everybody. This is jumping way ahead, but revealing that Ken has rich parents. That was going, “Okay, everyone expects he’s just some trailer-trash guy. Let’s show them, this is what happens when your parents are rich and neglect you. You turn into this guy.”

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“Tricks And Treats” (October 30, 1999)It’s Halloween, and the geeks discover they might be too old for trick-or-treating, while Lindsay ditches her mom to go cause trouble with the freaks, accidentally egging her little brother in the process.

PF: That was a fun one to write. I wrote that one very fast. It just poured out of me, because it was based on, again, something that happened to me. I made that stupid costume, that robot costume. The real costume I did was a C-3PO costume, where I’d spent all this money to buy the C-3PO mask, which was spot on, but then you don’t have anything else. So I cobbled together this thing out of cardboard, because my dad’s store had all these boxes. I made this thing and went out, and it was just so unsuccessful, and it stunk of spray paint. But it was also very much about that weird age where I realized I was too old to go out anymore, but I didn’t want to give it up, because I didn’t want to admit it. We went out, my friends and I, and half the doors were like, “Aren’t you kind of old to be doing this?” I was like, “Oh God.” We just wanted to crystallize that. And Devil’s Night. All that vandalism is a big thing in Detroit.

AVC: I’m actually from Michigan, too. It was such a source of terror as a kid.

PF: Oh, so you know. Devil’s Night is huge. It was like, “Are they going to soap our windows?” Then it was like, “No, they’ll wax your windows.” If kids were really mean, they’d put wax on your windows, because then you can’t get it off. So that really drove it, too. It just felt like a perfect opportunity to have the two worlds collide.

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One of the lines I always wanted that Judd wouldn’t let me put in the script was when Lindsay, after she hits him with the eggs, she goes, “I’m really sorry, Sam. I swear to God.” He goes, “You don’t even believe in God!” and runs away. Just because the first episode was all about her losing faith and stuff. That never made it in. But she still says the line. The setup is still there. I think we actually shot it, but we didn’t put it in.

But the embarrassing thing about the episode is that we shot it all in the day. We couldn’t shoot it at night. We would have to do all these night shoots, and we couldn’t, our cast was underage. It was impossible. Then it was like, “Okay, let’s shoot it in the daytime and then we can make it look like night.” And it just looked so terrible when we did that, it just looked brown. So we were just like, “You know what? It’s daytime. They went out early. I don’t know what to tell you.” That’s always been a little bit embarrassing, especially since the freaks perform acts of vandalism in broad daylight. But you can see it better. [Laughs.]

It was always going to be an episode about growing up, and what represents that worse than having to read Dostoyevsky when you’re that age? That was based on when I was that same age, Madame Bovary. They tried to make us read it when we were freshmen or whatever, and I couldn’t do it. I would get three pages in, and I would go to my mom in tears, like, “I can’t. I can’t read this book.” It would just bounce off my eyeballs. She actually called the school and got me out of having to read it. I don’t know what excuse she used. Substituted some other book. It was really embarrassing. And so I’ve never gotten over the embarrassment of that. So we had Sam have to read it. But what makes me laugh is so many people over the years, especially back then, say it’s such a sad ending. And I don’t see it as a sad ending. It’s like, he realizes he’s got to read it, and he does, and he probably enjoys it. He doesn’t look like he enjoys it at the moment, but he probably will, because I love that book.

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AVC: It’s an ending you couldn’t really do if it wasn’t set in 1980, because now he’d just go on the Internet and read the Wikipedia page on the book.

PF: Exactly, exactly. I was going to do a thing with Cliffs Notes, because we used that. But you’d always get in trouble, because everybody knew when you didn’t read it. Cliffs Notes never got anybody out of any jam that I can think of.

AVC: Was it your guys’ idea or Joe Flaherty’s to have him dress up as Count Floyd?

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PF: That was my idea. I was so excited by that idea. Because I’m an enormous SCTV fan. I remember going, “Oh, will he do it? I bet he’s going to be really mad, he’s not going to do it.” But he’s such a great guy. He loved it. You know, he’s one of my favorite types of guys. He’s not like some people you work with, where you go, “I loved that character, could you do that voice?” and they go, “No, no no.” But if you bring up a character, he’ll just go right into it and start doing it. He was a sweetheart. He embraced it. And then he turned it on its ear a little.

That’s the one that starts with “I’ll eat anything for a dollar.” Originally, I wrote this opening—it was about Lindsay looking at herself in the mirror in the morning. I forget what the point of it was. It was supposed to be something like, she realizes she’s growing up and she’s trying on different clothes, not sure how to make herself look good. But it was supposed to be this touching scene, getting in touch with who she really is, she’s trying to be cool. Then in the end, her mom goes, “Lindsay, I just poured your Froot Loops.” And she realizes she’s just a kid again, and goes downstairs. But it really depended on being shot really carefully and in detail of her looking at different parts of herself, not in a gross way. And we didn’t have enough time to do more, and it just never worked. We immediately knew in the editing room. So we wrote that scene much later on, right before the show was supposed to air. And that’s where the “I’ll eat anything for a dollar” came in.

AVC: It’s also something little kids tend to do more than teenagers, so it kind of underscores how young they still are.

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PF: Yeah. The real origin of that was that when I was a kid, the year I found out there was no Santa Claus, I was so mad that I was like, “If it’s Dad, then I’m going to screw him over. I’m going to leave him something other than milk. I’m going to make this terrible toxic brew for my dad that’ll taste awful and make him throw up.” So I started doing that with a blender. I was putting all this stuff in, thinking it was really fun, then I just started crying in the middle of it, because it smelled so shitty, and I was like, “What am I doing to my dad?” So I think that was the origin of mixing in a bunch of crap. But that opening makes me laugh so hard.